WITHIN MINUTES OF THE ATTACK, LEON could see that Cole was in no shape to lead. The Umbrella worker was stumbling blind, headed only vaguely in the direction they needed to go and more from happenstance than by design.

And now that we know they can attack from the ground... he and John didn't both need to be watch- ing the skies, so to speak.

"Henry - why don't you let me take over as guide

for a few minutes?" Leon asked, glancing back at John. John nodded, not looking all that hot himself; he seemed extremely tight, his gaze darting rapidly back and forth, his hands tight on the M-16.

Maybe he's thinking about the others. About them being "taken." "Yeah, okay, that'd be okay," Cole nodded, his relief all too apparent. He wiped at his sweaty brown hair and hurried to get behind Leon, John still in back. Leon was nervous, but not nearly as frightened as he had been, at least not for the three of them. The birds, Dacs, were unpleasant and dangerous, but it was a relief to have seen them; they weren't as terrible as his imagination had led him to believe upon hearing those first savage cries. Monsters from the mind were always worse than the real thing, and the Dacs weren't even all that durable. As long he and John were on their guard, they should make it okay. They were headed due south, so Leon angled them again, realizing that he was starting to catch glimpses of what might be the far wall. The setup was disori- enting; the trees were not all that close together, but were scattered so that the woods seemed dense when you looked across it; the thick ground cover, some kind of molded plastic, didn't move underfoot, but there were slopes and rises in the material that made it even harder to get a feel for the size of the chamber.

This is so weird, so over the top - so utterly like Umbrella.

It was like the vast laboratory facility beneath Raccoon, complete with its own foundry and private subway - unbelievable, except he'd seen it himself. And he knew from the ex-S.T.A.R.S. that there'd also been an isolated cove on the Maine coast guarded by teams of viral zombies, and a "deserted" mansion in the woods, the Spencer place - that one had been rigged with secrets, keys, codes, and passages, like the setting for a spy movie that no one would ever buy. Now this - simulated environments beneath the barren Utah salt flats. What had Reston called it? The Planet. It was an extravagant, decadent, immoral waste; ridiculous, except -

-except we're stuck in it, and God only knows what we'll be up against next.

Leon kept moving, trying not to think about what Claire and the others might be going through. Reston had obviously assumed that the rest of the team had been nabbed, but he didn't know. He also didn't know how resourceful Claire and Rebecca were, or how brilliant David was as a strategist. They'd all slipped

away from Umbrella before, and there was no reason to think that they wouldn't do it again. Leon was so intent on the private pep-talk that he didn't see the clearing until they were practically on top of it, less than twenty feet away. He stopped, remembering the last attack and chided himself for not paying attention. "Let's back up and go around," he said and then he heard the beat of wings, and knew it was alreadytoo late. In the wilted shadows above the open space, one, two, three of them were diving off perches, soaring down into the rounded clearing.

Shit!

One of them started to screech and then there were others nearby, overhead, hiding in the unlikely trees, who joined in the song, a deafening, horrendous cacophony of needle-sharp sound. Leon fell back, John suddenly at his side, aiming his rifle into the open space. The first flew at the trees, twisting sideways as if to fly between them. It pulled up at the last second, so quickly that they didn't get off a shot. As it soared up, Leon saw two on the ground, dragging their sinewy bodies eagerly forward on folded wings. The noise! It was painful, as shrill and terrible as a thousand screaming infants, and Leon felt the nine- millimeter fire more than he heard it, the heavy metal jumping in his hands. The birds fell silent as the closer of the two took the shot in its curving throat. A ragged hole blew open just above its narrow chest, flaps of gray-brown skin blossoming out like some dark flower. Thin blood gushed from the wound, but the second was already climbing over its spasming body, single-minded in its attack. Leon took aim and... "Hey hey oh shit... " Cole's hysterical cry distracted him, the shot jerk- ing right, missing. John opened up on the second Dac, the clatter of automatic fire tearing into the animal. Leon spun and saw Cole stumbling backwards, anoth- er of the vicious birds lunging toward him.

How'd it get past us?

Leon aimed, the Dac no more than five feet away from Cole, and even as he pulled the trigger another of the creatures was swooping down from directly overhead. At such close range the nine-millimeter round punctured the bird's chest and blew a fist-sized hole out its low back, the Dac dead before it crumpled to the ground. The newcomer gave one mighty flap, the tips of its huge wings brushing the floor, and flew back up and away.

"Henry, get behind me!" Leon shouted, glancing up and seeing yet another Dac coming down from a series of perches directly above, tucking its wings in and diving straight for him. He needed help. "John...!" The diving bird spread its leathery wings only a few feet from the floor and touched down, surprisingly graceful in its landing. It turned toward Leon and lurched forward. Behind him, he heard the spatter of bullets - and heard it stop, heard John cursing, heard the M-16s aluminum alloy body clatter to the ground. The Dac in front of Leon opened its long beak and squawked, a burst of angry, hungry sound, sidling forward on its bent wings as fast as Leon could back away. The creature was weaving back and forth and Leon didn't have enough ammo to waste, he had to get a clear shot -

- and it jumped, a strange, sudden hop that put it only a foot away. With another shrill screech, it bobbed its head forward, its open beak closing on his ankle. Even through the thick boot leather, he could feel the pegs of its teeth, feel the power in its jaws -

-and before he could fire, John was there, he was stamping down on the Dac's snaking neck and point- ing his handgun -

- and bam, the round snapped its spine, a verte- bral knob on its sleek back exploding, shards of pale bone and runny blood spraying outward. It let go of his ankle, and though its neck continued to twist its body was still, bleeding and still.

How many, how many left..."Come on," John called, scooping up the rifle and turning to run. "Get to the door, we have to get to the door!"

They ran. Through the clearing, Cole right behind, the beat of wings behind them, another shrill voice crying into the air. Back into the trees, the lifeless woods, stumbling over branches and veering around the gnarled plastic trunks.

The wall, there's the wall!

And there was the door, a double-wide metal hatch, a deadbolt set low at the right side -

-and Leon heard the terrible screech in his ear, inches away, and felt the gust of air across the back of his neck -

-and he let his legs give, collapsing to the ground, and felt sudden pain as something snatched a chunk of hair and ripped it from his scalp, from the back of his head. "Look out!" Leon screamed, looking up to see the massive bird swooping in on John, almost to the door,

Cole beside him. John turned, not a flinch, not a backward stumble. He raised the handgun and pulled the trigger, a dead shot, and the Dac dropped as if made of lead, its tiny brain suddenly liquid, blowing up and out. Cole was fumbling with the door, John still aiming over Leon's head, and Leon heard another one screaming as if in a fury, somewhere behind -

-and the door was open - Leon ran, John cover-ing him as he stumbled after Cole, out of the cool, dark woods and into a blinding heat. John was right behind him, slamming the hatch closed...... and they were in Phase Two.

Rebecca was running, out of breath and exhausted and unable to stop, to rest. David and Claire were running with her, holding her up, but she still felt that each step was an effort of pure will; her muscles didn't want to cooperate, and she was disoriented, her equilibrium a mess, her ears ringing. She was hurt, and she didn't know how bad - only that she'd been shot, that she'd hit her head at some point, and that they couldn't stop until they were well away from the compound. It was dark, too dark to see where the ground was, and cold; each breath was an iced dagger in her throat and lungs. Her thoughts were muddled, but she knew that she'd suffered some brain dysfunction, she wasn't sure what exactly; as she staggered along, the possibil- ities haunted her. The bullet was easier; she knew by the hot and throbbing pain where it had gone. It hurt terribly, but she didn't think she had a fracture and it wasn't gushing; she was much more concerned about the loss of coherency.

Shot through left gluteal, lodged in ischium, lucky lucky lucky... shock or concussion? Concussion or shock?

She needed to stop, take a temporal pulse, check her ears for blood... or for CSF, which was some- thing she didn't even want to think about. Even in her confused state, she knew that bleeding cerebrospinal fluid was about the worst outcome for a blow to the head. After what seemed like a very long time, and more twists and changes in direction than she could count, David slowed, telling Claire to slow down, and that they were going to sit Rebecca on the ground. "On my side," Rebecca panted, "bullet's on the left."

Carefully, David and Claire lowered her down to the cold flat earth, gasping, catching their breath, and Rebecca thought she'd never been more glad to lie down. She caught just a glimpse of the black sky as David rolled her over: the stars were amazing, clear and ice against the deep black sea... "Flashlight," she said, realizing again how strange her thoughts had become. "Gotta check." "Are we far enough?" Claire asked, and it took Rebecca a moment to understand that she was talking to David.

Oh, crap this is not good... "Should be. And we'll see them coming." David said shortly, and he turned on his flashlight, the beam hitting the ground a few inches in front of Rebecca's face. "Rebecca, what can we do?" He asked, and she heard the worry in his voice and loved him for it. They were like family, had been ever since the cove, he was a good friend and a good man... "Rebecca?" This time, he sounded afraid. "Yeah, sorry," she said, wondering how to explain what she was feeling, what was happening. She de-cided it would be best to just start talking and let them figure it out. "Look at my ear," she said. "Look for blood or clear fluid, I think I've had a concussion. I can't seem to gather my thoughts. Other ear, too. I was shot and I think the bullet lodged in my ischium. Pelvis. Lucky, lucky. Shouldn't be bleeding much, I can disinfect it, wrap it if you'll hand me my pack. There's gauze and that's good, though, the bullet could've snapped my spine or gone low, chewed through my femoral artery. Lot of blood, that's bad, and me the only medic being hurt..."

As she spoke, David shone the light across her face, then gently lifted and checked the other side before resting her head in his lap. His legs were warm, the muscles twitching from exertion. "A little blood in your left ear," he said. "Claire, take off Rebecca's pack, if you would. Rebecca, you don't have to speak anymore, we'll fix you right up; try to rest, if you can." No CSF, thank God...

She wanted to close her eyes, to sleep, but she needed to finish telling them everything. "Concussion sounds minor, explains displacement, tinnitus, lack of equilibrium - may only be a couple hours, maybe weeks. Shouldn't be too bad, shouldn't move though. Bed rest. Find my temporal pulse, side of my fore-head. If you can't, I could be in shock - warmth, elevation..."

She took a breath, and realized that the darkness wasn't just outside anymore. She was tired, very, very tired, and a kind of hazy blackness was encroaching on her vision. That's everything, told them everything... John. Leon. "John and Leon," she said, horrified that she'd forgotten for even a moment, struggling to sit up. The realization was like a slap in the face. "I can walk, I'm okay, we have to go back..."

David barely touched her and somehow, her head was in his lap again. Then Claire was lifting the back of her shirt, dabbing at her hip, sending fresh waves of pain coursing through her. She squeezed her eyes closed, trying to breathe deeply, trying to breathe at all. "We will go back," David said, and his voice seemed to be coming from far away, from the top of a well that she was falling down. "But we have to wait for the helicopter to leave, assuming that it will - and you'll need time to recover..."

If he said anything else, Rebecca didn't hear it. Instead, she slept, and dreamed that she was a child, playing in the cold, cold snow.

Desert!

There weren't any animals in sight, they had to be on the other side of the dune, but Cole thought he knew which ones belonged to Phase Two. Before John or Leon could get even a step away, before Cole's ears had stopped ringing from the Dacs' terrible cries, he started babbling at them.

"Desert, Phase Two is a desert so it must be the Scorps, scorpions, see?"

John was pulling a curved magazine from his hip pack, scowling into the artificial sunlight that beat down from above. It had to be at least a hundred degrees in the room, and between the white walls and glaring light it felt a lot hotter. Leon scanned the shining sands in front of them, then turned to Cole, looking as though he'd just eaten something sour.

"Wonderful, that's just great. 'Scorps'? Scorps and Dacs... what are the other ones, Henry, do you remember?"

For a single second, Cole's mind went blank. He nodded, wracking his brain, all of the sweat on his body already evaporated in the bone dry heat.

"Uh - they're, they're nicknames, Dacs, Scorps... Hunters! Hunters and Spitters, the han- dlers all had these nicknames..." "Cute. Like Fluffy, or Sweet Pea," John inter-rupted, wiping his brow with the back of one hand.

"So where are they?"

All three of them looked across Phase Two, at the massive sand dune that towered in the middle of the room, glittering beneath the giant grid of sunlamps overhead. Twenty-five, thirty feet high, it blocked their view of the southern wall, including the door in the far right corner. There was nothing else to see. Cole shook his head, but he wasn't telling them anything; the Scorps were elsewhere, and they'd have to cross the bright and burning sand dune to get to the exit.

"What were the other phases, mountain and city? Have you seen them?" Leon asked. "Three is like a, whadayacallit, a chasm, on a peak. Like a mountain gorge, kind of, real rocky. And Four is a city - a few square blocks of one, anyway. I had to check the video feeds in all of the phases when I first got here."

John looked up and around, squinting against the harsh light. "That's right, video... do you remem-ber where they are? The cameras?"Why would he want to know that? Cole pointed left, at the small glass eye embedded in the white wall some ten feet up. "There are five in here; that's the closest..."

With a huge grin, John held up both hands and extended his middle fingers to the lens. "Bite it, Reston," he said loudly, and Cole decided that he liked John, a lot. Leon too, for that matter, and not just because they were the only ticket out. Whatever their motivations, they were obviously on the right side of things; and the fact that they could still joke at a time like this... "So, we got a plan?" Leon asked, still looking at the wall of yellow-white sand looming in front of them. "Head that way," John said, pointing right, "and then climb. If we see something, shoot it." "Brilliant, John. You should write these down. You know, I..."

Leon broke off suddenly, and then Cole heard it. A chattering sound. A sound like nails being tapped on hollow wood, the sound he'd heard when he was fixing one of the cameras only last week.

A sound like claws, opening and closing. Like man-dibles, clicking..."Scorps," John said softly. "Aren't scorpions sup- posed to be nocturnal?" "This is Umbrella, remember?" Leon said. "You have two grenades, I've got one..."John nodded, then said, "You know how to work a semiautomatic?"

The big soldier was watching the dune, so it took Cole a second to realize he was talking to him.

"Oh. Yeah. I haven't ever used one, but I went target shooting a couple of times with my brother, six or seven years ago..." He kept his voice low as they did, listening for that strange sound. John looked directly at him, as if sizing him up -

- then nodded, and pulled a heavy-looking handgun out of his hip holster. He handed it to Cole, butt first.

"It's a nine-millimeter, holds eighteen. I got more clips if you run out. You know all the gun safety rules? Don't point it at anyone unless you mean to kill, don't shoot me or Leon, all that stuff?"

Cole nodded, taking the gun, and it was heavy and although he was still more scared than he'd ever been in all his thirty-four years, the solid weight of it in his hand was an incredible relief. Remembering what his little brother had told him about safety, he fumbled through checking to see if it was loaded before looking at John again. "Thank you," he said, and meant it. He'd lured these two guys into a trap, and they were giving him a gun; giving him a chance.

"Forget it. Means we won't have to worry about covering your ass on top of ours," John said, but he wore a slight smile. "Come on, let's move out." John in the lead and Leon behind him, they started east, walking slowly through the changeless environ- ment. The sand was really sand; it shifted underfoot, and with the blasting heat, it made for a real workout. They'd only gone a short distance when Leon called for a halt. "Thermal underwear," he muttered, bolstering his handgun before pulling off his black sweatshirt and tying it around his waist. He wore a thick, textured white shirt underneath. "I didn't realize we'd be hitting the Sahara..."

They all heard it, only a second before they saw it -

- before they saw them, three of them, lining up at the top of the dune. Tiny rivers of sand trickled down from beneath their multiple legs, each as thick and stocky as a sawed-off baseball bat. They had claws, giant pincing claws that were narrow and black, serrated on the inside, and long, segmented bodies that dwindled to tails, curling up and over their Backs - and tipped with stingers. Wicked, dripping stingers at least a foot long. The trio of sand-colored creatures, each five or six feet long, maybe three feet high, started to chatter -

-the slender, pointed, tusk-like projections beneath the rounded arachnid eyes tapped against one another,

beating out the strange tattoo of clicks that they'dheard before...... and then all three of the creatures, the monsters, were sliding down toward them, perfectly balanced, scuttling through the moving sands with ease. And at the top of the dune, another three appeared.